--- schema_version: "secwatch.filing_event.v1" accession: "0001437749-23-017989" form_type: "8-K" ticker: "AQMS" cik: "0001621832" company_name: "Aqua Metals, Inc." filed_at: "2023-06-21T23:59:59+00:00" generated_at: "2026-06-13T20:02:16.323588+00:00" event_type: "other_material" sentiment: "neutral" materiality_score: 0.5 calibrated_materiality_score: 0.15 confidence: "high" source: SEC EDGAR --- # Aqua Metals shareholders reject preferred stock authorization; Rights Agreement stalled ## Summary - Elected all five director nominees: DiVito, Cotton, Zhang, Smith, Kanen. - Preferred stock amendment (up to 2M shares) failed with 27.4M for, 4.4M against. - Rights Agreement approved by shareholders but cannot be adopted due to insufficient authorized preferred stock. - Amended and Restated 2022 Employee Stock Purchase Plan approved (29.2M for). - Ratified Armanino LLP as auditor for FY2023; advisory say-on-pay passed. ## SEC filing metadata - accession: 0001437749-23-017989 - form_type: 8-K - ticker: AQMS - cik: 0001621832 - company_name: Aqua Metals, Inc. - filed_at: 2023-06-21T23:59:59+00:00 - event_type: other_material - sentiment: neutral - materiality_score: 0.5 - calibrated_materiality_score: 0.15 - confidence: high - sec_items: 5.07 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1621832/000143774923017989/0001437749-23-017989-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1621832/000143774923017989/aqms20230620_8k.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001437749-23-017989 - JSON: https://secwatch.observer/filing/0001437749-23-017989.json - Plain text: https://secwatch.observer/filing/0001437749-23-017989.txt ## Key facts - Shareholder Votes Aqua Metals, Inc. shareholders approved Election of five directors at the 2023-06-15 meeting. - Proposal: director election - Outcome: passed - Meeting: 2023-06-15 source text: All of the persons nominated to serve on our board of directors, namely Vincent DiVito, Stephen Cotton, Molly Zhang, Edward Smith, and David Kanen were elected to our board of directors, with shares voted as follows: Shares voted for Shares withheld Vincent DiVito 30,793,249 1,878,326 Stephen Cotton 30,928,923 1,742,652 Molly Zhang 30,812,652 1,858,923 Edward Smith 30,734,655 1,936,920 David Kanen 30,943,135 1,728,440 There were 19,966,943 broker non-votes in the election of directors. evidence_url: https://www.sec.gov/Archives/edgar/data/1621832/000143774923017989/0001437749-23-017989-index.htm - Shareholder Votes Aqua Metals, Inc. shareholders approved Advisory approval of the compensation of the Company’s named executive officers at the 2023-06-15 meeting. - Proposal: say on pay - Outcome: passed - Meeting: 2023-06-15 source text: Our shareholders approved on an advisory basis, the compensation of the Company’s named executive officers, as disclosed in the accompanying Proxy Statement, with shares voted as follows: Shares voted for 22,606,644 Shares against 8,932,472 Shares abstaining 1,132,459 There were 19,966,943 broker non-votes in the approval, on an advisory basis, the compensation of the Company’s named executive officers. evidence_url: https://www.sec.gov/Archives/edgar/data/1621832/000143774923017989/0001437749-23-017989-index.htm - Shareholder Votes Aqua Metals, Inc. shareholders rejected Amendment to the Company’s First Amended and Restated Certificate of Incorporation to authorize the Company to issue up to 2,000,000 shares of preferred stock at the 2023-06-15 meeting. - Proposal: charter amendment - Outcome: failed - Meeting: 2023-06-15 source text: Our shareholders did not approve, an amendment to the Company’s First Amended and Restated Certificate of Incorporation to authorize the Company to issue up to 2,000,000 shares of preferred stock, with shares voted as follows: Shares voted for 27,375,165 Shares against 4,440,039 Shares abstaining 856,371 There were 19,966,943 broker non-votes in the non approval of an amendment to the Company’s Amended and Restated Certificate of Incorporation. evidence_url: https://www.sec.gov/Archives/edgar/data/1621832/000143774923017989/0001437749-23-017989-index.htm - Shareholder Votes Aqua Metals, Inc. shareholders approved Approval of the Amended and Restated 2022 Employee Stock Purchase Plan at the 2023-06-15 meeting. - Proposal: equity plan - Outcome: passed - Meeting: 2023-06-15 source text: Our shareholders approved the Amended and Restated 2022 Employee Stock Purchase Plan, with shares voted as follows: Shares voted for 29,208,068 Shares against 2,742,727 Shares abstaining 720,780 There were 19,966,943 broker non-votes in the approval of the Amended and Restated 2022 Employee Stock Purchase Plan. evidence_url: https://www.sec.gov/Archives/edgar/data/1621832/000143774923017989/0001437749-23-017989-index.htm - Shareholder Votes Aqua Metals, Inc. shareholders approved Ratification of the appointment of Armanino LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2023 at the 2023-06-15 meeting. - Proposal: auditor ratification - Outcome: passed - Meeting: 2023-06-15 source text: Our shareholders approved the appointment of Armanino LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2023, with shares voted as follows: Shares voted for 50,615,929 Shares against 1,073,997 Shares abstaining 948,592 There were no broker non-votes in the approval of the appointment of Armanino LLP. evidence_url: https://www.sec.gov/Archives/edgar/data/1621832/000143774923017989/0001437749-23-017989-index.htm - Shareholder Votes Aqua Metals, Inc. shareholders approved Approval of Rights Agreement between the Company and VStock Transfer, LLC at the 2023-06-15 meeting. - Outcome: passed - Meeting: 2023-06-15 source text: Our shareholders approved Rights Agreement between the Company and VStock Transfer, LLC, with shares voted as follows: Shares voted for 29,196,039 Shares against 2,387,479 Shares abstaining 1,088,057 There were 19,966,943 broker non-votes in the approval of the Rights agreement. evidence_url: https://www.sec.gov/Archives/edgar/data/1621832/000143774923017989/0001437749-23-017989-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.